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You can view full text of the latest Director's Report for the company.

BSE: 531496ISIN: INE680D01015INDUSTRY: Textiles - Weaving

BSE   ` 9.28   Open: 9.28   Today's Range 9.28
9.28
+0.00 (+ 0.00 %) Prev Close: 9.28 52 Week Range 6.59
9.28
Year End :2025-03 

Your directors have pleasure in presenting the 29th Annual Report of the Company together with
the Audited Statements of Accounts for the year ended March 31, 2025.

1. FINANCIAL RESULTS:

The Company’s financial performance for the year under review along with previous year's
figures is given hereunder

PARTICULARS

FOR THE YEAR ENDED

FOR THE YEAR ENDED

ON 31.03.2025

ON 31.03.2024

Net Income from Business Operations

00.00

00.00

Other Income

01.59

00.00

Total Income

01.59

00.00

Total Expenses before depreciation & tax

(16.65)

(13.19)

Profit / (loss) before depreciation & tax

(15.05)

(13.19)

Less Depreciation

0

0

Profit/Loss before Tax

(15.05)

(103.44)

Less Tax Expenses:

0

0

Net Profit after Tax

(15.05)

(103.45)

Basic and diluted EPS

(0.31)

(0.21)

2. STATE OF AFFAIRS:

The Company is into the business of dealing/ Trading of textile items and various commodities.

However, during the year company has not conducted any business operations.

The highlights of the Company’s performance are as under:

i. Revenue from operations for the year ended on 31st March, 2025 is Nil, as compared to
Nil for the financial year ended 31st March, 2024.

ii. Other incomes for the year ended on 31st March, 2025 amounted to Rs. 1.59/- lakhs, as
compared to Nil for the financial year ended 31st March, 2024.

iii. Expenses for the year ended on 31st March, 2025 amounted to Rs. 16.65/- lakhs, as
compared to Rs. 13.19/- lakhs for the financial year ended 31st March, 2024.

iv. Net loss for the year ended 31st March, 2025 amounted to Rs. 15.05 lakhs, as compared
to Rs. 103.45/- lakhs for the financial year ended 31st March, 2024.

v. Earnings per share for the year ended 31st March, 2025 amounts to Rs. (0.31) per share,
as compared to Rs. (0.21) per share for the financial year ended 31st March, 2024.

3. SHARE CAPITAL:

The Authorised Share Capital as on 31st March, 2025 was Rs. 6,00,00,000/- divided into
60,00,000 Equity Shares of Rs. 10/- each of the company.

The Paid-up share capital as on 31st March, 2025 was Rs. 4,92,35,750/- divided into 50,00,000
Equity Shares of Rs. 10/- each of the company.

There was no change in the share capital of the company during the year.

4. DIVIDEND:

To conserve the resources for future growth of the company, your directors do not propose any
dividend for the current year. Your Company’s policy on Dividend Distribution is available at
https://www.omkaroverseasltd.com/resource/Policy.aspx.

5. LISTING INFORMATION

The Equity Shares in the Company are continued to be listed with BSE Platform and in
dematerialized form. The ISIN No. of the Company is INE680D01015.

6. TRANSFER TO RESERVES:

Your Company do not propose any amount to transfer to the Reserves of the Company.

7. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION
FUND:

In accordance with the applicable provisions of Section 125(2) Companies Act, 2013
(hereinafter referred to as “the Act”) read with Investor Education and Protection Fund
(Accounting, Audit, Transfer and Refund) Rules, 2016 (hereinafter referred to as the “IEPF
Rules”), the dividends, unclaimed for a consecutive period of seven years from the date of
transfer to the Unpaid Dividend Account of the Company are liable to be transferred to IEPF.
Further, the shares (excluding the disputed cases having specific orders of the Court, Tribunal
or any Statutory Authority restraining such transfer) pertaining to which dividend remains
unclaimed for a period of continuous seven years from the date of transfer of the dividend to
the unpaid dividend account are also mandatorily required to be transferred to the IEPF
established by the Central Government.

Any person whose unclaimed dividend and shares pertaining thereto, matured deposits,
matured debentures, application money due for refund, or interest thereon, sale proceeds of
fractional shares, redemption proceeds of preference shares, amongst others has been
transferred to the IEPF Fund can claim their due amount from the IEPF Authority by making an
electronic application in e-form IEPF-5. Upon submitting a duly completed form, Shareholders
are required to take a print of the same and send physical copy duly signed along with requisite
documents as specified in the form to the attention of the Nodal Officer, at the Registered Office
of the Company. The e-form can be downloaded from the website of Ministry of Corporate
Affairs www.iepf.gov.in.

Shareholders are requested to get in touch with the RTA for encashing the unclaimed
dividend/interest/principal amount, if any, standing to the credit of their account.

During the year, no amount of unclaimed dividend has been transferred to IEPF.

8. DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANIES:

The Company does not have any Holding, Subsidiary, Joint Venture or Associate Company as on
31st March 2025.

9. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION
OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH
THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

No material changes and commitments affecting the financial position of the Company occurred
between the ends of the financial year to which these financial statements relate on the date of
this report.

10. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS
AND OUTGO:

The information on conservation of energy, technology absorption and foreign exchange
earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with
Rule, 8 of The Companies (Accounts) Rules, 2014, are as follows:

Conservation of energy-

The Company’s operations are not energy intensive as it is primarily engaged in the trading of
textile products. However, the Company continues to implement measures aimed at optimizing
energy consumption in its offices and warehouses, such as:

• Use of energy-efficient lighting systems.

• Regular maintenance of electrical equipment to ensure optimal performance.

• Encouraging employees to adopt energy-saving practices.

The Company will continue to explore opportunities to reduce energy usage wherever feasible.
Technology absorption-

i. The efforts made towards technology absorption: No efforts are made during the year due to
absence of business operations within the company.

11. The benefits derived like product improvement, cost reduction, product development or
import substitution; Not Applicable as no business operations of the company during the year.

iii. In case of imported technology- The Company has not imported any technology during the
year;

iv. The expenditure incurred on Research and Development. The Company has not expended any
expenditure towards Research and Development during the year.

Foreign exchange earnings and Outgo-

The Foreign Exchange earned in terms of actual inflows during the year and the Foreign
Exchange outgo during the year in terms of actual outflows are as follows:

Particulars

Current Year

Previous Year

(2024-25)

(2023-24)

(Rs.)

(Rs.)

C.I.F. Value of Imports

-

-

F.O.B. Value of Exports

-

-

11. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK
MANAGEMENT POLICY OF THE COMPANY:

The Company has laid down the procedure to inform the Board about the risk assessment and
minimization procedures. These procedures are reviewed by the Board from time to time to
ensure that there is timely identification and assessment of risks, measures to mitigate them,
and mechanisms for their proper and timely monitoring and reporting.

The Company has also adopted and implemented a risk management policy which identifies
major risks which may threaten the existence of the Company. The same has also been adopted
by your Board and is also subject to its review from time to time. The Risk Management Policy
has been uploaded on the website of the Company at
omkaroverseasltd.com

12. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The provisions of section 135 of the companies act, 2013 are not applicable to the company
considering the net worth, turnover and net profit of the company.

13. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF
THE COMPANIES ACT, 2013:

There were no loans or guarantees or investment made by the Company under Section 186 of
the Companies Act, 2013 during the year under review. The same has been disclosed under the
notes to the balance sheet in the Audited Financial Statements.

14. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:

The Company has adopted accounting policies which are in line with the Accounting Standards
prescribed in the Companies (Accounting Standards) Rules that continue to apply under Section
133 and other applicable provisions, if any, of the Companies Act, 2013 read with Rule 7 of the
Companies (Accounts) Rules, 2014.

The Company has adequate system of internal control to safeguard and protect from loss,
unauthorized use or disposition of its assets. All the transactions are properly authorized,
recorded and reported to the Management. The Company is following all the applicable
Accounting Standards for properly maintaining the books of accounts and reporting financial
statements.

The internal auditor of the company M/s A H Mandaliya & Associates, Chartered Accountants,
Ahmedabad checks and verifies the internal control and monitors them in accordance with
policy adopted by the company. The Company continues to ensure proper and adequate
systems and procedures commensurate with its size and nature of its business.

15. STATUTORY AUDITORS:

The company had appointed M/s N. S. Nanavati & Co., Chartered Accountants, (Firm
Registration No. 134235W) as the Statutory Auditors in the 27th Annual general meeting for the
period of 5 years to hold the office of the Statutory Auditor till the conclusion of 32nd AGM of the
Company.

Further the observations of the Statutory Auditors, when read together with the relevant notes
to the accounts and accounting policies are self-explanatory and do not call for any further
comment.

16. STATUTORY AUDITOR's REPORT & OBSERVATIONS:

The report of the Statutory Auditors of the Company is annexed herewith.

The auditors have not reported any frauds under sub section 12 of section 143 other than those
which are reportable to the Central Government.

There are no qualifications, reservations or adverse remarks made by the Statutory Auditor
Except:

1. The accumulated losses exceeds its paid up capital and free reserves and which results into
negative networth of company. The paid up capital of the company as on 31st March, 2025 was
Rs. 4,92,35,750/- and security premium balance was Rs. 5,69,43,000/- against which the
accumulated losses were Rs. 10,82,64,029.87/-. This resulted into negative networth of Rs.
20,85,279.87/-. Further there is no business activity during the year under consideration. Thus, on
the basis of both operational and financial parameters, there exits significant doubt on ability of
entity to continue as going concern. The management has proposed capital reduction scheme in
this regard.

Explanation: The observation is self-explanatory that company has initiated capital reduction
scheme for reorganization of capital.

2. There is dispute relating to the title of the immovable property. The dispute is pending before
Hon'bie city civil court, Ahmedabad.

Explanation: Dispute is ongoing for the immovable property however during the year your
company has written off the same to show the true and fair view in the financial statements.

17. SECRETARIAL AUDIT AND SECRETARIAL AUDIT REPORT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has
appointed M/s. Himanshu S K Gupta & Associates, Practicing Company Secretaries, Ahmedabad
as the Secretarial Auditor to conduct the audit for the financial year 2024-25. This appointment
was made in compliance with the applicable regulatory provisions and was duly approved by
the Board.

M/s. Himanshu SK Gupta & Associates have conducted the Secretarial Audit for the financial
year 2024-25 and their report is attached as Annexure-A to this Annual Report. The Secretarial
Audit Report confirms that the Company has complied with the relevant provisions of the
Companies Act, 2013, and other applicable laws, regulations, and guidelines. The report does
not contain any qualification, reservation, or adverse remark.

18. COST AUDITORS:

The section 148 read with Companies (Audit & Auditors) Rules, 2014 and other applicable
provisions, if any, of the Companies Act, 2013 are not applicable to the Company Hence, the
Board of Directors of your company has not appointed Cost Auditor for obtaining Cost
Compliance Report of the company for the financial year
2024-25.

19. COMMITTEES OF THE BOARD

Matters of policy and other relevant and significant information are furnished regularly to the
Board. To provide better Corporate Governance & transparency, currently, your Board has
three (3) Committees viz., Audit Committee, Nomination & Remuneration Committee and
Stakeholder Relationship Committee to investigate various aspects for which they have been

constituted. The Board fixes the terms of reference of Committees and delegate powers from
time to time.

AUDIT COMMITTEE AND VIGIL MECHANISM:

The Audit Committee comprises of 2 non-executive Independent Directors and 1 Executive
Director as its Members. The Chairman of the committee is Independent Director.

The Audit Committee responsible for effective supervision of the Company’s financial reporting
process by providing direction to the audit function, monitoring the scope and quality of
internal and statutory audits and ensuring accurate and timely disclosures, with the highest
levels of transparency, fairness, integrity and quality of financial reporting. The Audit
Committee considers the matters which are specifically referred to it by the Board of Directors
besides considering the mandatory requirements of the Regulation 18 read with Part C of
Schedule II of Listing Regulations and Section 177 of the Companies Act, 2013.

The Composition of Audit Committee during the year are given below.

Composition

Position

Category

Mr. Malay Desai

Chairperson

Non- Executive Independent Director

Mr. Dhairya Thakkar

Member

Non- Executive Independent Director

Mrs. Parul Joshi

Member

Executive Woman Director

During the year (4) Four Audit Committee Meetings were held. In pursuant to the provisions of
section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and
employees to report genuine concerns has been established. The Vigil Mechanism Policy has
been uploaded on the website of the Company at
www.omkaroverseasltd.com The
employees of the Company are made aware of the said policy at the time of joining the Company.

The functioning of the Whistle Blower mechanism is reviewed by the Audit Committee on
regular basis. The employees of the Company are made aware of the said policy at the time of
joining the Company.

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee’s (NRC) constitution and terms of reference are
in compliance with provisions of the Act and Regulation 19 of the Listing Regulations.

The Nomination and Remuneration Committee comprises of Independent Directors and non¬
executive Director as its members. The Chairman of the Committee is an Independent Director.

The Composition of Nomination and Remuneration Committee during the year are given below:

Composition

Position

Category

Mr. Dhairya Thakkar

Chairperson

Non- Executive Independent Director

Mr. Malay Desai

Member

Non- Executive Independent Director

Mr. Viral Ranpura

Member

Non- Executive Director

During the year (1) one Nomination and Remuneration Committee Meeting was held.
STAKEHOLDER RELATIONSHIP COMMITTEE

The Company has constituted a Stakeholders’ Relationship Committee (‘SRC’) pursuant to the
provisions of Regulation 20 of the SEBI Listing Regulations and Section 178 of the Act.

The stakeholder relationship committee comprises Non-executive Director, Non- Executive
Independent Director and one Independent Director as its members. The Chairman of the
Committee is a Non-Executive Director.

The Composition of Stakeholder and Relationship Committee during the year are given below:

Composition

Position

Category

Mr. Viral Ranpura

Chairperson

Non- Executive Director

Mr. Malay Desai

Member

Non- Executive Independent Director

Mr. Dhairya Thakkar

Member

Non- Executive Independent Director

During the year (1) one Stakeholder Relationship Committee Meeting was held.

20. MATERIAL CHANGES DURING THE YEAR

There were no material changes during the year, which may have an adverse effect on the
operations of the Company except already disclosed in this report except the following changes:

a) Your board of directors has approved the scheme of arrangement in the nature of reduction
of share capital and is in process to file the same with National Company Law T ribunal.

21. ANNUAL RETURN:

Pursuant to Notification dated 28th August, 2020 issued by the Ministry of Corporate Affairs as
published in the Gazette of India on 28th August, 2020, the details forming part of the extract of
Annual Return in Form MGT-9 is not required to be annexed herewith to this report. However,
the Annual Return will be made available at the website of the Company at
www.omkaroverseasltd.com

22. DEPOSITS:

The company has not invited, accepted or renewed any deposit within the meaning of Chapter V
other than exempted deposit as prescribed under the provisions of the Company Act, 2013 and
the rules framed thereunder, as amended from time to time. Hence there are no particulars to
report about the deposit falling under Rule 8(5)(v) and (vi) of the Companies (Accounts) Rules,
2014.

However, during the financial year the Company has accepted Inter-corporate borrowings in
pursuant to Rule 2(c)(vi) of the Companies (Acceptance of Deposits) Rules, 2014, amended
from time to time.

23. DIRECTORS / KEY MANAGERIAL PERSONNEL:

a. BOARD OF DIRECTORS:

Composition of the Board of Directors of the Company as on 31.03.2025 are as follows:

Sr.

No.

Name

Designation

1.

Parul Kamleshbhai Joshi

Whole Time Director

2.

Viral Deepakbhai Ranpura

Non-Executive Director

3.

Dhairyakumar Mohanbhai Thakkar

Independent Director

4.

Malay Truptesh Desai

Independent Director

b. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW:

During the year under review, the Board of Directors of Company met 8 (Eight) times. The
details of the Board Meetings and the attendance of the directors are provided in below table.
The intervening gap between the meetings was within the period prescribed under the
Companies Act, 2013.

Sr. No.

Date of meeting

Total Directors

Directors Present

1.

15-05-2024

4

4

2.

02-08-2024

4

4

3.

24-08-2024

4

4

4.

06-09-2024

4

4

5.

12-11-2024

4

4

6.

04-02-2025

4

4

7.

26-02-2025

4

4

8.

19-03-2025

4

4

c. DIRECTOR RESPOSNSIBILITY STATEMENT:

Your director wishes to inform that the Audited Accounts containing financial statements for
the financial year 2024-25 are in full conformity with the requirements of the Companies Act,
2013. They believe that the financial statement reflects fairly, the form and substance of
transactions carried out during the year and reasonably present the Company’s financial
condition and results of operations.

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board
hereby submits its responsibility statement:

a. in the preparation of the annual accounts, the applicable accounting standards had been
followed along with proper explanation relating to material departures;

b. the directors had selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair view of
the state of affairs of the company at the end of the financial year and of the profit and loss of
the company for that period;

c. The directors had taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of this Act for safeguarding the assets of the company
and for preventing and detecting fraud and other irregularities;

d. the directors had prepared the annual accounts on a going concern basis; and

e. The directors had laid down internal financial controls to be followed by the company and that
such internal financial controls are adequate and were operating effectively.

f. The directors had devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.

c. CHANGES IN BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL:

No changes were occurred during the year in the composition of board of directors and Key
Managerial Personnel:

d. BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and
Disclosure Requirements) Regulations 2015, had adopted a formal mechanism for evaluating its
own performance and as well as that of its committee and individual Directors, including the
chairperson of the Board. The Exercise was carried out through a structured evaluation process
covering the various aspects of the Board’s functioning such as composition of board &
committees, experience & competencies, performance of specific duties & obligations,
governance issues etc.

The evaluation of the independent Directors was carried out by Board, except the independent
Director being evaluated and the chairperson and the non-independent Directors were carried
out by the independent Directors.

The Board is of the opinion that the Independent Non-Executive Directors of the Company
including those appointed during the year possess requisite qualifications, expertise and
experience and they hold highest standards of integrity.

e. RETIREMENT BY ROTATION:

In accordance with the provisions of the Companies Act, 2013 and in terms of the Memorandum
and Articles of Association of the Company, Provisions of retire by rotation of Directors is
applicable to the Company, accordingly appointment of Mr. Viral Deepak Bhai Ranpura is
proposed as director retirement by rotation in the 29th AGM of the Company.

f. REMUNERATION POLICY:

The Board has on the recommendation of the Nomination & Remuneration Committee,
formulated criteria for determining, qualifications, positive attributes and independence of a
director and also a policy for remuneration of directors, key managerial personnel and senior
management. The policy is available at the website of company at
omkaroverseasltd.com

g. DECLARATION BY INDEPENDENT DIRECTORS:

Your Company had received declarations from all the Independent Directors of the Company
confirming that they meet with the criteria of independence as prescribed both under subsection
(6) of Section 149 of the Companies Act, 2013 along with Rules framed thereunder and
Regulation 16(1)(b) of the SEBI Listing Regulations. There has been no change in the
circumstances affecting their status as independent directors of the Company.

Independent Directors are familiarized with their roles, rights and responsibilities as well as
with the nature of industry and business model through induction program at the time of their
appointment as Directors and through presentations on economy & industry overview, key
regulatory developments, strategy and performance which are made to the Directors from time
to time.

h. CODE OF CONDUCT FOR DIRECTOR AND SENIOR MANAGEMENT

Your Company has adopted the policy of code of Conduct to maintain standard of business
conduct and ensure compliance with legal requirements. The Policy on Code of Conduct for
Director and Senior Management is available on the website of the Company at
https://www.omkaroverseasltd.com/Image/Code of Conductpdf

24. PARTICULARS OF CONTRACTS WITH RELATED PARTIES:

All related party transactions that were entered into during the financial year were on an arm’s
length basis and were in the ordinary course of business. There are no materially significant
related party transactions made by the company with related parties which may have potential

conflict with the interest of the company at large. Your directors draw your attention to notes to
the financial statements for detailed related parties’ transactions entered during the year.

Accordingly, as per third proviso to Section 188(1) of the Act, required approvals of the Board or
Members/ Shareholders have been obtained for such transactions. However, as part of good
corporate governance, all related party transactions covered under Section 188 of the Act are
approved by the Audit committee.

The form AOC- 2 is attached as Annexure - B with this report.

25. CORPORATE GOVERNANCE:

As per regulation 15(2) of the Listing Regulation, the Compliance with the Corporate
Governance provisions shall not apply in respect of the following class of the Companies:

a. Listed entity having paid up equity share capital not exceeding INR 10 Crore and Net worth
not exceeding INR 25 Crore, as on the last day of the previous financial year;

b. Listed entity which has listed its specified securities on the SME Exchange.

Since, our Company falls in the ambit of aforesaid exemption (a); hence compliance with the
provisions of Corporate Governance shall not apply to the Company and it does not form the
part of the Annual Report for the financial year 2024-25.

26. MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis as required in terms of the Listing Regulations is
annexed to the report as Annexure-C and is incorporated herein by reference and forms an
integral part of this report.

27. PARTICULARS OF EMPLOYEES:

Disclosure under the provisions of Section 197 of the Companies Act, 2013 read with Rule 5 of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

a) The ratio of the remuneration of each director to the median remuneration of the employees
of the Company for the financial year: Not Applicable

b) The percentage increase in the remuneration of each director, Chief Executive Officer, Chief
Financial Officer and Company Secretary, if any in the financial year.

Sr.

Name

Designation

% Increase

1

Mr. Bhavinkumar Arvindkumar Patel

CS & CFO

37.78%

2

Mrs. Parul Kamleshbhai Joshi

Whole Time Director

Nil

c) The percentage increase in the median remuneration of employees in the financial year.

- Not Applicable

d) The number of permanent employees on the rolls of the Company as on 31.03.2025.

- 02 (Two).

e) Average percentile increases already made in the salaries of employees other than the
managerial personnel in the last financial year and its comparison with the percentile increase
in the managerial remuneration and justification thereof and point out if there are any
exceptional circumstances for increase in the managerial remuneration.

- Not Applicable as there was no other employee except directors and kmp’s during the year.

f) Affirmation that the remuneration is as per the remuneration policy of the company.

- The Company’s remuneration policy is driven by the success of the Company during the year
under review. The Company affirms that the remuneration is as per remuneration policy of the
Company.

g) The names of the top ten employees in terms of remuneration drawn:

Not Applicable as there was no other employee except directors and kmp’s during the year.

h) The name of every employee, who

1. ) Employed throughout the financial year, was in receipt of remuneration for that year which,
in the aggregate, was not less than One Crore and Two Lakh Rupees: Nil

2. ) Employed for a part of the financial year, was in receipt of remuneration for any part of that
year, at a rate which, in the aggregate, was not less than Eight Lakh and Fifty Thousand Rupees
per month: Nil

3. ) Employed throughout the financial year or part thereof, was in receipt of remuneration in
that year which, in the aggregate, or as the case may be, at a rate which, in the aggregate, is in
excess of that drawn by the managing director or whole-time director or manager and holds by
himself or along with his spouse and dependent children, not less than two percent of the
equity shares of the company: Nil

28. INSURANCE:

The properties/assets of the company are adequately insured.

29. DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE
ACCOUNT:

a. aggregate number of shareholders and the outstanding shares in the suspense account lying
at the beginning of the year: Nil

b. number of shareholders who approached listed entity for transfer of shares from suspense
account during the year: Nil

c. number of shareholders to whom share were transferred from suspense account during the
year: Nil

d. aggregate number of shareholders and the outstanding shares in the suspense account lying
at the end of the year: Nil

e. voting rights on shares which remain frozen till the rightful owner of such shares claims the
shares: Nil

30. COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS:

The Company has complied with the provisions of Secretarial Standards (I & II) issued by the
Institute of Company Secretaries of India and approved by the Central Government under
section 118(10) of the Companies Act, 2013.

31. PREVENTION OF INSIDER TRADING:

Your company has adopted the “Code of Conduct on Prohibition of insider trading “and “Code of
Conduct for Directors and Senior Management Personnel” for regulating the dissemination of
Unpublished Price Sensitive Information and trading in security by insiders.

32. INDUSTRIAL RELATIONS (HUMAN RESOURCES):

During the period under review, the personal and industrial relations with the employees
remained cordial in all respects. The management has always carried out systematic appraisal
of performance and imparted training at periodic intervals. The Company recognizes talent and
has judiciously followed the principle of rewarding performance.

33. INVESTOR GRIEVANCES REDRESSAL STATUS

During the Financial Year 2024-25, there were no complaints or queries received from the
shareholders of the Company. Company Secretary acts as the Compliance Officer of the
Company is responsible for complying with the provisions of the Listing Regulations,
requirements of securities laws and SEBI Insider Trading Regulations. The Investor can send
their query to
omkaroverseas212@gmail.com

34. OTHER REGULATORY REQUIREMENT

The Company has been complied with all regulatory requirements of central government and
state government and there were no significant and material orders passed by the Regulators
or Courts or Tribunals during the year impacting the going concern status and the Company’s
operations in future.

35. SEBI COMPLAINTS REDRESS SYSTEM (SCORES)

The investor complaints are processed in a centralized web-based complaints redress system.
The salient features of this system are centralized database of all complaints, online upload of
Action Taken Reports (ATRs) by the concerned companies and online viewing by investors of
actions taken on the complaint and its status. Your Company has been registered on SCORES
and makes every effort to resolve all investor complaints received through SCORES or
otherwise within the statutory time limit from the receipt of the complaint. The Company has
not received any complaint on the SCORES during financial year 2024-25.

36. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

In order to prevent sexual harassment of women at work place a new act The Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has
been notified on 9th December, 2013. Under the said Act every company is required to set up an
Internal Complaints Committee to look into complaints relating to sexual harassment at work
place of any women employee.

The summary of sexual harassment complaints during the financial year is as follows:

Particulars

Nos.

Number of complaints of sexual harassment received

0

Number of complaints disposed of during the year

0

Number of cases pending for more than 90 days

0

37. MATERNITY BENEFIT

The Company declares that it has duly complied with the provisions of the Maternity Benefit
Act, 1961. All eligible women employees have been extended the statutory benefits prescribed
under the Act, including paid maternity leave, continuity of salary and service during the leave
period, and post-maternity support such as nursing breaks and flexible return-to-work options,
as applicable. The Company remains committed to fostering an inclusive and supportive work
environment that upholds the rights and welfare of its women employees in accordance with
applicable laws.

The summary of maternity benefit-related records for the financial year is as follows:

Particulars

Nos.

Number of women employees working

1

Number of women employees eligible for Maternity Benefit

0

Number Of Women Employees Who Availed Maternity Benefit

0

38. EMPLOYEES' STOCK OPTION PLAN

The Company has not provided stock options to any employee.

39. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016:

There were no applications which are made by or against the company under The Insolvency
and Bankruptcy Code, 2016 during the year.

40. ACKNOWLEDGEMENTS

Your directors place on records their sincere thanks to bankers, business associates,
consultants, and various Government Authorities for their continued support extended to your
Companies activities during the year under review. Your directors also acknowledge gratefully
the shareholders for their support and confidence reposed on your Company.

Registered Office: FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

304, Shoppers Plaza-V, Govt Servant Co-Op OMKAR OVERSEAS LIMITED

Hsg Soc, Opp. Municipal Market, C.G. Road,

Navrangpura, Ahmedabad-380009 Gujarat

Date: August 29, 2025 Sd/- Sd/-

PARUL JOSHI VIRAL RANPURA

WHOLE TIME DIRECTOR NON-EXECUTIVE DIRECTOR
DIN:06370561 DIN:07177208